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Home My WebLink AboutOCSD 06-02... RESOLUTION NO. OCSD 06-02 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE COUNTY SANITATION DISTRICT AUTHORIZING THE EXECUTION AND DELIVERY BY THE DISTRICT .. OF AN INSTALLMENT PURCHASE AGREEMENT, A TRUST AGREEMENT, A STANDBY CERTIFICATE PURCHASE AGREEMENT, A PURCHASE CONTRACT AND A REMARKETING AGREEMENT IN CONNECTION WITH THE EXECUTION AND DELIVERY OF ORANGE COUNTY SANITATION DISTRICT CERTIFICATES OF PARTICIPATION, SERIES 2006, AUTHORIZING THE EXECUTION AND DELIVERY OF SUCH CERTIFICATES EVIDENCING PRINCIPAL IN AN AGGREGATE AMOUNT OF NOT TO EXCEED $200,000,000 AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL STATEMENT IN CONNECTION THEREWITH AND AUTHORIZING THE EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED ACTIONS WHEREAS, the Orange County Sanitation District (the "District") desires to finance the acquisition, construction and installation of certain improvements to its wastewater system (the "Project"); WHEREAS, in order to finance the Project, the District desires to purchase the Project from the Orange County Sanitation District Financing Corporation (the "Corporation"), and the Corporation desires to sell the Project to the District, for the installment payments (the "Installment Payments") to be made by the District pursuant to an Installment Purchase Agreement (such Installment Purchase Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Installment Purchase Agreement"); WHEREAS, the Corporation proposes to assign without recourse certain of its rights under and pursuant to the Installment Purchase Agreement to Deutsche Bank National Trust Company, as trustee (the "Trustee"), pursuant to a Trust Agreement among the Trustee, the Corporation and the District (such Trust Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Trust Agreement"); WHEREAS, in consideration of such assignment and the execution and entering into of the Trust Agreement, the Trustee will execute and deliver Orange County Sanitation District Certificates of Participation, Series 2006 (the "Certificates"), evidencing direct, undivided fractional interests in the Installment Payments, and the interest thereon, payable under the Installment Purchase Agreement; WHEREAS, in order to provide a source of payment for the purchase of Certificates tendered by the owners thereof when such purchase is required in accordance with the terms of the Trust Agreement, the District proposes to enter into a Standby Certificate Purchase Agreement with DEPFA Bank plc, New York Branch (the "Bank"), pursuant to which the Bank H:\DEPT\HR\PUBLIC AFFAIRS\320\BS\RESOLUTIONS\2006\06-02.COP.DOC will provide a standby purchase facility (such Standby Certificate Purchase Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Standby Agreement"); WHEREAS, Bear, Stearns & Co. Inc. (the "Underwriter"), has submitted to the District a proposal to purchase the Certificates in the form of a Purchase Contract (such Purchase Contract, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Purchase Contract"); WHEREAS, in order to provide for the remarketing of Certificates tendered pursuant to the terms of the Trust Agreement, the District proposes to enter into a Remarketing Agreement with Bear, Stearns & Co. Inc. (such Remarketing Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Remarketing Agreement"); WHEREAS, a form of the Official Statement to be distributed in connection with the public offering of the Certificates has been prepared (such Official Statement in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Official Statement"); WHEREAS, there have been prepared and submitted to this meeting forms of: (a) the Installment Purchase Agreement; (b) the Trust Agreement; (c) the Standby Agreement; (d) the Purchase Contract; (e) the Remarketing Agreement; and (f) the Official Statement; WHEREAS, all acts, conditions and things required by the Constitution and laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of the financing authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the District is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such financing for the purpose, in the manner and upon the terms herein provided; NOW, THEREFORE, the Board of Directors of the Orange County Sanitation District DOES HEREBY RESOLVE, DETERMINE AND ORDER: Section 1. All of the recitals herein contained are true and correct and the Board of Directors of the District (the "Board of Directors") so finds. DOCS LA I :515301.2 41758-IOGHI 2 Section 2. The Installment Purchase Agreement, in substantially the form submitted to this meeting and made a part hereof as though set forth herein, be and the same is hereby approved. The Chair of the Board of Directors, and such other member of the Board of Directors as the Chair may designate, the General Manager of the District, the Director of Finance of the District, and such other officer of the District as the Director of Finance may designate (the "Authorized Officers") are, and each of them is, hereby authorized and directed, for and in the name of the District, to execute and deliver the Installment Purchase Agreement in the form submitted to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Installment Purchase Agreement by such Authorized Officer; provided, however, that such changes, insertions and omissions shall not result in an aggregate principal amount of Installment Payments in excess of $200,000,000 and shall not result in a final Installment Payment later than February 1, 203 7. Section 3. The Trust Agreement, in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein, be and the same is hereby approved. The Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name of the District, to execute and deliver the Trust Agreement in the form presented to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Trust Agreement by such Authorized Officer. Section 4. The execution and delivery of Certificates evidencing principal in an aggregate amount of not to exceed $200,000,000, payable in the years and in the amounts, and evidencing principal of and interest on the Installment Payments as specified in the Trust Agreement as finally executed, are hereby authorized and approved. Section 5. The Standby Agreement, in substantially the form submitted to this meeting and made a part hereof as though set forth herein, be and the same is hereby approved. The Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name of the District, to execute and deliver the Standby Agreement in the form submitted to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Standby Agreement by such Authorized Officer. Section 6. The Purchase Contract, in substantially the form submitted to this meeting and made a part hereof as though set forth herein, be and the same is hereby approved. The Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name of the District, to execute and deliver the Purchase Contract in the form submitted to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Purchase Contract by such Authorized Officer; provided, however, that the underwriter's discount for the sale of the Certificates shall not exceed 0.1 % of the aggregate amount of principal evidenced by the Certificates. Section 7. The Remarketing Agreement, in substantially the form submitted to this meeting and made a part hereof as though set forth herein, be and the same is hereby approved. DOCS LA I :515301.2 41758-!0GHI 3 \ \ The Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name of the District, to execute and deliver the Remarketing Agreement in the form submitted to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Remarketing Agreement by such Authorized Officer. Section 8. The Official Statement, in substantially the form presented to this meeting and made a part hereof as though set forth in full herein, be and the same is hereby approved. The Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name of the District, to execute the Official Statement in the form submitted to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Official Statement by such Authorized Officer. The use by the Underwriter of the Official Statement in connection with the offering and sale of the Certificates is hereby authorized and approved. Section 9. The Authorized Officers are, and each of them hereby is, authorized and directed to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts and things necessary or proper for carrying out the execution and delivery of the Certificates and the transactions contemplated by the agreements or documents referenced in this Resolution. Section 10. All actions heretofore taken by the officers and employees of the District with respect to the execution, delivery and sale of the Certificates, or in connection with or related to any of the agreements or documents referenced in this Resolution, are hereby approved, confirmed and ratified. Section 11. This Resolution shall take effect immediately upon its adoption. DOCS LA I :515301.2 41758-IOGHI 4 PASSED AND ADOPTED at a regular meeting held February 22, 2006. ATTEST: APPROVED: DOCS LA I :515301.2 41758-IOGHI 5 . ,1. '.· '\ •I /J> ' ' . . ,..-"""' , ,~ . "; / ... 1 .... ~,/ r I !-... .. I. ( ,) ~- ": r I, ·1 ) '\ STATE OF CALIFORNIA ) )SS. COUNTY OF ORANGE ) I, PENNY M. KYLE, Secretary of the Board of Directors of Orange County Sanitation District, do hereby certify that the foregoing Resolution No. OCSD 06-02 was passed and adopted at a regular meeting of said Board on the 22nd day of February, 2006, by the following vote, to wit: AYES: James M. Ferryman, Vice Chair; Charles Antos; Don Bankhead; Carolyn Cavecche; Alberta Christy; Larry Crandall; Bill Dalton; Doug Davert; Mike Duvall; Norm Eckenrode; Richard A. Freschi; Sukee Kang; Phil Luebben; Darryl Miller; Roy Moore; Joy Neugebauer; Ken Parker; Tod Ridgeway; David Shawver; Harry Sidhu; Jim Silva; Dave Sullivan; Mark Waldman NOES: None ABSENT: Steve Anderson, Chair; Patsy Marshall IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of Orange County Sanitation District this 22nd day of February, 2006. !!~//~,' Penny ~secret.a ~ . Board of Directors _., ; · ,, -. . . Orange County Sahitahon Disttict ' ,' • 1 ·' ' _,. ~· \